AMERIGROUP (AGP)

This Annual Report on
Form 10-K,
and other information we provide from
time-to-time,
contains certain forward-looking statements as that
term is defined by Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act).
All statements regarding our expected future financial position,
membership, results of operations or cash flows, our continued
performance improvements, our ability to service our debt
obligations and refinance our debt obligations, our ability to
finance growth opportunities, our ability to respond to changes
in government regulations and similar statements including,
without limitation, those containing words such as
believes, anticipates,
expects, may, will,
should, estimates, intends,
plans and other similar expressions are
forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



our inability to manage medical costs;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



local, state and national economic conditions, including their
effect on the premium rate increase process and timing of
payments;



the effect of government regulations and changes in regulations
governing the healthcare industry;



changes in Medicaid and Medicare payment levels and
methodologies;



increased use of services, increased cost of individual
services, pandemics, epidemics, the introduction of new or
costly treatments and technology, new mandated benefits, insured
population characteristics and seasonal changes in the level of
healthcare use;



our ability to maintain and increase membership levels;



our ability to enter into new markets or remain in our existing
markets;



changes in market interest rates or any disruptions in the
credit markets;



our ability to maintain compliance with all minimum capital
requirements;



liabilities and other claims asserted against us;



demographic changes;



the competitive environment in which we operate;



the availability and terms of capital to fund acquisitions,
capital improvements and maintain capitalization levels required
by regulatory agencies;



our ability to attract and retain qualified personnel;



the unfavorable resolution of new or pending litigation; and



catastrophes, including acts of terrorism or severe weather.

Investors should also refer to Item 1A. entitled
Risk Factors for a discussion of risk
factors. Given these risks and uncertainties, we can give no
assurances that any forward-looking statements will, in fact,
transpire and, therefore, caution investors not to place undue
reliance on them.

This Quarterly Report on
Form 10-Q,
and other information we provide from time-to-time, contains
certain forward-looking statements as that term is
defined by Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E
of the Securities Exchange Act of 1934, as amended (the
Exchange Act). All statements regarding our expected
future financial position, membership, results of operations or
cash flows, our continued performance improvements, our ability
to service our debt obligations and refinance our debt
obligations, our ability to finance growth opportunities, our
ability to respond to changes in government regulations and
similar statements including, without limitation, those
containing words such as believes,
anticipates, expects, may,
will, should, estimates,
intends, plans and other similar
expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



local, state and national economic conditions, including their
effect on the rate increase process and timing of payments;



the effect of government regulations and changes in regulations
governing the healthcare industry;



changes in Medicaid and Medicare payment levels and
methodologies;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital
requirements;



the availability and terms of capital to fund acquisitions and
capital improvements;



the competitive environment in which we operate;



our ability to maintain and increase membership levels;



demographic changes;



increased use of services, increased cost of individual
services, pandemics, epidemics, the introduction of new or
costly treatments and technology, new mandated benefits, insured
population characteristics and seasonal changes in the level of
healthcare use;



our ability to enter into new markets or remain in our existing
markets;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



changes in market interest rates or any disruptions in the
credit markets;



catastrophes, including acts of terrorism or severe
weather; and



the unfavorable resolution of new or pending litigation.

Investors should also refer to our Annual Report on
Form 10-K
for the year ended December 31, 2008, filed with the SEC on
February 24, 2009, and Part II  Other
Information  Item 1A. 
Risk Factors for a discussion of risk
factors. Given these risks and uncertainties, we can give no
assurances that any forward-looking statements will, in fact,
transpire, and therefore caution investors not to place undue
reliance on them.

This Annual Report on
Form 10-K,
and other information we provide from time to time, contains
certain forward-looking statements as that term is
defined by Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E
of the Securities Exchange Act of 1934, as amended (the
Exchange Act). All statements regarding our expected
future financial position, membership, results of operations or
cash flows, our continued performance improvements, our ability
to service our debt obligations and refinance our debt
obligations, our ability to finance growth opportunities, our
ability to respond to changes in government regulations and
similar statements including, without limitation, those
containing words such as believes,
anticipates, expects, may,
will, should, estimates,
intends, plans and other similar
expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



local, state and national economic conditions, including their
effect on the rate increase process and timing of payments;



the effect of government regulations and changes in regulations
governing the healthcare industry;



changes in Medicaid and Medicare payment levels and
methodologies;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital
requirements;



the availability and terms of capital to fund acquisitions and
capital improvements;



the competitive environment in which we operate;



our ability to maintain and increase membership levels;



demographic changes;



increased use of services, increased cost of individual
services, epidemics, the introduction of new or costly
treatments and technology, new mandated benefits, insured
population characteristics and seasonal changes in the level of
healthcare use;



our ability to enter into new markets or remain in our existing
markets;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



changes in market interest rates, actions by the Federal Reserve
or any disruptions in the credit markets;



catastrophes, including acts of terrorism or severe
weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to Item 1A entitled
Risk Factors for a discussion of risk
factors. Given these risks and uncertainties, we can give no
assurances that any forward-looking statements will, in fact,
transpire and, therefore, caution investors not to place undue
reliance on them.

local, state and national economic conditions, including their effect on the rate increase process and timing of payments;



the effect of government regulations and changes in regulations governing the healthcare industry;



changes in Medicaid and Medicare payment levels and methodologies;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital requirements;



the availability and terms of capital to fund acquisitions and capital improvements;



the competitive environment in which we operate;



our ability to maintain and increase membership levels;



demographic changes;



increased use of services, increased cost of individual services, epidemics, the introduction of new or costly treatments and technology, new mandated benefits, insured population characteristics and seasonal changes in the level of healthcare use;



our ability to enter into new markets or remain in our existing markets;



our inability to operate new products and markets at expected levels, including, but not limited to, profitability, membership and targeted service standards;



changes in market interest rates, actions by the Federal Reserve or any disruptions in the credit markets;



catastrophes, including acts of terrorism or severe weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to Item 1A entitledRisk Factors for a discussion of risk factors. Given these risks and uncertainties, we can give no assurances that any forward-looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them.

This Quarterly Report on
Form 10-Q,
and other information we provide from time-to-time, contains
certain forward-looking statements as that term is
defined by Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E
of the Securities Exchange Act of 1934, as amended (the
Exchange Act). All statements regarding our expected
future financial position, membership, results of operations or
cash flows, our continued performance improvements, our ability
to service our debt obligations and refinance our debt
obligations, our ability to finance growth opportunities, our
ability to respond to changes in government regulations and
similar statements including, without limitation, those
containing words such as believes,
anticipates, expects, may,
will, should, estimates,
intends, plans and other similar
expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



local, state and national economic conditions, including their
effect on the rate increase process and timing of payments;



the effect of government regulations and changes in regulations
governing the healthcare industry;



changes in Medicaid and Medicare payment levels and
methodologies;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital
requirements;



the availability and terms of capital to fund acquisitions and
capital improvements;



the competitive environment in which we operate;



our ability to maintain and increase membership levels;



demographic changes;



increased use of services, increased cost of individual
services, epidemics, the introduction of new or costly
treatments and technology, new mandated benefits, insured
population characteristics and seasonal changes in the level of
healthcare use;



our ability to enter into new markets or remain in our existing
markets;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



changes in market interest rates and actions by the Federal
Reserve;



catastrophes, including acts of terrorism or severe
weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to our Annual Report on
Form 10-K
for the year ended December 31, 2007, filed with the SEC on
February 22, 2008, our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2008, filed with the SEC on
April 29, 2008, and Part II  Other
Information  Item 1A. 
Risk Factors for a discussion of risk
factors. Given these risks and uncertainties, we can give no
assurances that any forward-looking statements will, in fact,
transpire, and therefore caution investors not to place undue
reliance on them.

This Quarterly Report on
Form 10-Q,
and other information we provide from time-to-time, contains
certain forward-looking statements as that term is
defined by Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E
of the Securities Exchange Act of 1934, as amended (the
Exchange Act). All statements regarding our expected
future financial position, membership, results of operations or
cash flows, our continued performance improvements, our ability
to service our debt obligations and refinance our debt
obligations, our ability to finance growth opportunities, our
ability to respond to changes in government regulations and
similar statements including, without limitation, those
containing words such as believes,
anticipates, expects, may,
will, should, estimates,
intends, plans and other similar
expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



local, state and national economic conditions, including their
effect on the rate increase process and timing of payments;



the effect of government regulations and changes in regulations
governing the healthcare industry;



changes in Medicaid and Medicare payment levels and
methodologies;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital
requirements;



the availability and terms of capital to fund acquisitions and
capital improvements;



the competitive environment in which we operate;



our ability to maintain and increase membership levels;



demographic changes;



increased use of services, increased cost of individual
services, epidemics, the introduction of new or costly
treatments and technology, new mandated benefits, insured
population characteristics and seasonal changes in the level of
healthcare use;



our ability to enter into new markets or remain in our existing
markets;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



changes in market interest rates and actions by the Federal
Reserve;



catastrophes, including acts of terrorism or severe
weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to our Annual Report on
Form 10-K
for the year ended December 31, 2007, filed with the SEC on
February 22, 2008, and Part II  Other
Information  Item 1A. 
Risk Factors for a discussion of risk
factors. Given these risks and uncertainties, we can give no
assurances that any forward-looking statements will, in fact,
transpire, and therefore caution investors not to place undue
reliance on them.

This Annual Report on
Form 10-K,
and other information we provide from time-to-time, contains
certain forward-looking statements as that term is
defined by Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E
of the Securities Exchange Act of 1934, as amended (the
Exchange Act). All statements regarding our expected
future financial position, membership, results of operations or
cash flows, our continued performance improvements, our ability
to service our debt obligations and refinance our debt
obligations, our ability to finance growth opportunities, our
ability to respond to changes in government regulations and
similar statements including, without limitation, those
containing words such as believes,
anticipates, expects, may,
will, should, estimates,
intends, plans and other similar
expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



local, state and national economic conditions, including their
effect on the rate increase process and timing of payments;



the effect of government regulations and changes in regulations
governing the healthcare industry;



changes in Medicaid and Medicare payment levels and
methodologies;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital
requirements;



the availability and terms of capital to fund acquisitions and
capital improvements;



the competitive environment in which we operate;



our ability to maintain and increase membership levels;



demographic changes;



increased use of services, increased cost of individual
services, epidemics, the introduction of new or costly
treatments and technology, new mandated benefits, insured
population characteristics and seasonal changes in the level of
healthcare use;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



catastrophes, including acts of terrorism or severe
weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to Item 1A entitled Risk
Factors for a discussion of risk factors. Given these
risks and uncertainties, we can give no assurances that any
forward-looking statements will, in fact, transpire and,
therefore, caution investors not to place undue reliance on them.

local, state and national economic conditions, including their effect on the rate increase process and timing of payments;



the effect of government regulations and changes in regulations governing the healthcare industry;



changes in Medicaid and Medicare payment levels and methodologies;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital requirements;



the availability and terms of capital to fund acquisitions and capital improvements;



the competitive environment in which we operate;



our ability to maintain and increase membership levels;



demographic changes;



increased use of services, increased cost of individual services, epidemics, the introduction of new or costly treatments and technology, new mandated benefits, insured population characteristics and seasonal changes in the level of healthcare use;



our inability to operate new products and markets at expected levels, including, but not limited to, profitability, membership and targeted service standards;



catastrophes, including acts of terrorism or severe weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to Item 1A entitled Risk Factors for a discussion of risk factors. Given these risks and uncertainties, we can give no assurances that any forward-looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them.

This Quarterly Report on
Form 10-Q,
and other information we provide from time-to-time, contains
certain forward-looking statements as that term is
defined by Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All
statements regarding our expected future financial position,
membership, results of operations or cash flows, our continued
performance improvements, our ability to service our debt
obligations and refinance our debt obligations, our ability to
finance growth opportunities, our ability to respond to changes
in government regulations and similar statements including,
without limitation, those containing words such as
believes, anticipates,
expects, may, will,
should, estimates, intends,
plans and other similar expressions are
forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



national, state and local economic conditions, including their
effect on the rate increase process, timing of payments, and the
availability and cost of labor, utilities and materials;



the effect of government regulations and changes in regulations
governing the healthcare industry, including our compliance with
such regulations and their effect on certain of our unit costs
and our ability to manage our medical costs;



changes in Medicaid and Medicare payment levels and
methodologies and the application of such methodologies by the
Federal and state governments;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital
requirements;



the availability and terms of capital to fund acquisitions and
capital improvements;

increased use of services, increased cost of individual
services, epidemics, the introduction of new or costly
treatments and technology, new mandated benefits or other
regulatory changes, insured population characteristics and
seasonal changes in the level of healthcare use;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



catastrophes, including acts of terrorism or severe
weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to our Annual Report on
Form 10-K
for the year ended December 31, 2006, filed with the
Securities and Exchange Commission (SEC) on February 27,
2007, and Part II  Other
Information  Item 1A 
Risk Factors, as updated under Item 1A
of our Quarterly Report
Form 10-Q
for the quarterly period ended March 31, 2007 filed with
the SEC on May 3, 2007 for a discussion of risk factors.
Given these risks and uncertainties, we can give no assurances
that any forward-looking statements will, in fact, transpire,
and therefore caution investors not to place undue reliance on
them.

This Quarterly Report on
Form 10-Q,
and other information we provide from time-to-time, contains
certain forward-looking statements as that term is
defined by Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All
statements regarding our expected future financial position,
membership, results of operations or cash flows, our continued
performance improvements, our ability to service our debt
obligations and refinance our debt obligations, our ability to
finance growth opportunities, our ability to respond to changes
in government regulations and similar statements including,
without limitation, those containing words such as
believes, anticipates,
expects, may, will,
should, estimates, intends,
plans and other similar expressions are
forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



national, state and local economic conditions, including their
effect on the rate increase process, timing of payments, and the
availability and cost of labor, utilities and materials;



the effect of government regulations and changes in regulations
governing the healthcare industry, including our compliance with
such regulations and their effect on certain of our unit costs
and our ability to manage our medical costs;



changes in Medicaid and Medicare payment levels and
methodologies and the application of such methodologies by the
Federal and state governments;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital
requirements;



the availability and terms of capital to fund acquisitions and
capital improvements;

increased use of services, increased cost of individual
services, epidemics, the introduction of new or costly
treatments and technology, new mandated benefits or other
regulatory changes, insured population characteristics and
seasonal changes in the level of healthcare use;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



catastrophes, including acts of terrorism or severe
weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to our Annual Report on
Form 10-K
for the year ended December 31, 2006, filed with the
Securities and Exchange Commission (SEC) on February 27,
2007, and Part II  Other Information 
Item 1A  Risk Factors, as updated
under Item 1A of our Quarterly Report
Form 10-Q
for the quarterly period ended March 31, 2007 filed with
the SEC on May 3, 2007 for a discussion of risk factors.
Given these risks and uncertainties, we can give no assurances
that any forward-looking statements will, in fact, transpire,
and therefore caution investors not to place undue reliance on
them.

This Quarterly Report on
Form 10-Q,
and other information we provide from
time-to-time,
contains certain forward-looking statements as that
term is defined by Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of
1934. All statements regarding our expected future financial
position, membership, results of operations or cash flows, our
continued performance improvements, our ability to service our
debt obligations and refinance our debt obligations, our ability
to finance growth opportunities, our ability to respond to
changes in government regulations and similar statements
including, without limitation, those containing words such as
believes, anticipates,
expects, may, will,
should, estimates, intends,
plans and other similar expressions are
forward-looking statements.

Forward-looking statements involve known and unknown risks and
uncertainties that may cause our actual results in future
periods to differ materially from those projected or
contemplated in the forward-looking statements as a result of,
but not limited to, the following factors:



national, state and local economic conditions, including their
effect on the rate increase process, timing of payments, and the
availability and cost of labor, utilities and materials;



the effect of government regulations and changes in regulations
governing the healthcare industry, including our compliance with
such regulations and their effect on certain of our unit costs
and our ability to manage our medical costs;



changes in Medicaid and Medicare payment levels and
methodologies and the application of such methodologies by the
Federal and state governments;



liabilities and other claims asserted against us;



our ability to attract and retain qualified personnel;



our ability to maintain compliance with all minimum capital
requirements;



the availability and terms of capital to fund acquisitions and
capital improvements;



our ability to meet our debt service obligations and meet the
covenants contained in our New Credit Agreement;



the competitive environment in which we operate;



our ability to maintain and increase membership levels;



demographic changes;



increased use of services, increased cost of individual
services, epidemics, the introduction of new or costly
treatments and technology, new mandated benefits or other
regulatory changes, insured population characteristics and
seasonal changes in the level of healthcare use;



our inability to operate new products and markets at expected
levels, including, but not limited to, profitability, membership
and targeted service standards;



catastrophes, including acts of terrorism or severe weather; and



the unfavorable resolution of pending litigation.

Investors should also refer to our Annual Report on
Form 10-K
for the year ended December 31, 2006, filed with the
Securities and Exchange Commission on February 27, 2007,
and Part II  Other Information 
Item 1A  Risk Factors for a
discussion of risk factors. Given these risks and uncertainties,
we can give no assurances that any forward-looking statements
will, in fact, transpire, and therefore caution investors not to
place undue reliance on them.